Terms of Service - LegalPrizm

1. Acceptance of Terms

These Terms of Service ("Terms") are a legally binding agreement between you ("User," "you," or "your") and VUGA Enterprises LLC d/b/a LegalPrizm ("LegalPrizm," "Company," "we," "us," or "our"), a Florida limited liability company. By accessing or using the LegalPrizm service, website, mobile applications, and any related services (collectively, the "Service"), you agree to be bound by these Terms.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SERVICE.

1.1 Regional Applicability

For users located in the European Economic Area (EEA), United Kingdom, or Switzerland ("EU Users"), additional provisions in Section 22 apply alongside these Terms. Where there is any conflict between general provisions and EU-specific provisions, the EU-specific provisions shall prevail for EU Users.

2. Disclaimers and Limitations of Liability

2.1 NO LEGAL ADVICE

THE SERVICE IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE. LegalPrizm provides document management, legal research, and related tools only. Any information, forms, or features provided through the Service are for informational purposes only and do not constitute legal advice or a substitute for the advice of a qualified attorney.

2.2 NO WARRANTIES

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

The Service will meet your specific requirements
The Service will be uninterrupted, secure, or error-free
The results obtained from the Service will be accurate, reliable, or complete
Any errors in the Service will be corrected

EU User Exception: For EU Users, statutory rights under EU consumer protection law are not excluded or limited by these disclaimers where such exclusion or limitation would be unlawful.

2.3 LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LEGALPRIZM, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR:

ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES
ANY DIRECT DAMAGES IN EXCESS OF THE GREATER OF (i) $100 OR (ii) THE AMOUNTS PAID BY YOU IN THE 12 MONTHS PRECEDING THE EVENT
ANY MATTER BEYOND OUR REASONABLE CONTROL

EU User Exception: For EU Users, liability for personal injury, death, fraud, or fraudulent misrepresentation cannot be excluded or limited under EU law.

3. Indemnification

You agree to defend, indemnify, and hold harmless LegalPrizm and its affiliates, directors, officers, employees, agents, suppliers, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including reasonable attorneys' fees) arising from:

Your use of or access to the Service
Your violation of these Terms
Your violation of any third-party rights
Any content you submit to or through the Service
Your professional services or legal practice

4. Use of the Service

4.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts. If using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

4.2 Account Security

You are responsible for:

Maintaining the confidentiality of your account credentials
All activities that occur under your account
Notifying us immediately at [email protected] of any unauthorized use or security breach
Enabling multi-factor authentication (MFA) when required for your account type

4.3 Prohibited Uses

You may not:

Use the Service for any illegal or unauthorized purpose
Violate any professional ethical rules, regulations, or laws
Attempt to gain unauthorized access to any part of the Service
Interfere with, disrupt, or overload the Service
Use automated means (e.g., bots, scrapers) without our express permission
Reverse engineer, decompile, or attempt to extract the source code
Remove, alter, or obscure any proprietary notices or branding
Use the Service in violation of U.S. export control laws

5. Content and Intellectual Property

5.1 Your Content

You retain ownership of content you submit to the Service ("User Content"). By submitting User Content, you grant LegalPrizm a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, store, copy, transmit, display, and process your User Content solely to provide, maintain, and improve the Service.

5.2 Our Intellectual Property

The Service, including its software, design, text, images, and other content (excluding User Content), is owned by LegalPrizm or its licensors and protected by intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Service without our prior written consent.

5.3 Feedback

Any feedback, suggestions, or ideas you provide about the Service become the property of LegalPrizm without any obligation to compensate you.

5.4 DMCA Compliance

For copyright infringement matters, please refer to our DMCA Copyright Policy.

6. Privacy and Data Security

6.1 Privacy Policy

Our Privacy Policy governs how we collect, use, and protect your information and is incorporated into these Terms by reference.

6.2 Data Security and Compliance

We implement comprehensive security measures including:

AES-256-GCM encryption for data at rest
TLS 1.3 encryption for all data in transit
Multi-factor authentication (MFA) for administrative accounts
Role-based access control (RBAC)
Regular security audits and penetration testing
24/7 Security Operations Center (SOC) monitoring

6.3 Data Processing

For EU Users, our Data Processing Agreement applies to the processing of personal data.

6.4 Data Residency

For EU Users: All personal data is stored and processed exclusively within the European Economic Area, specifically in Frankfurt, Germany.

For US Users: Personal data is stored and processed in United States data centers (New York).

7. Payment Terms

7.1 Subscription Fees

Fees are charged in advance on a monthly or annual basis, as specified in your subscription plan. All fees are non-refundable except where required by applicable consumer protection laws.

7.2 Auto-Renewal

Subscriptions automatically renew unless cancelled at least 24 hours before the renewal date through account settings or by contacting [email protected].

7.3 Price Changes

We may adjust prices with at least 30 days' notice via email or in-Service notification. Continued use after the notice period constitutes acceptance of the new prices.

EU User Exception: For EU Users, price increases require explicit consent and you have the right to terminate without penalty before the increase takes effect.

7.4 Taxes

You are responsible for all applicable taxes (e.g., sales tax, VAT). We will collect and remit taxes as required by law.

7.5 Refunds

Refunds are not provided for partial subscription periods or unused services, except where required by law.

EU User Exception: EU Users have a 14-day right of withdrawal from the date of subscription purchase under EU Consumer Rights Directive.

8. Termination

8.1 By You

You may terminate your account at any time through account settings or by emailing [email protected]. Termination does not relieve you of obligations to pay outstanding fees.

8.2 By Us

We may suspend or terminate your account with notice for:

Breach of these Terms
Suspected fraudulent, abusive, or illegal activity
Extended periods of inactivity
Our discontinuation of the Service

8.3 Effect of Termination

Upon termination:

Your right to use the Service ceases immediately
You have 90 days to export your data before deletion
We may retain or delete your data in accordance with our Privacy Policy
Provisions intended to survive termination remain in effect

8.4 Data Portability Upon Termination

Upon request during the 90-day grace period, we will provide your data in machine-readable formats (JSON, CSV, PDF) at no charge.

9. Communications

By using the Service, you consent to receive electronic communications, including:

Service announcements
Administrative messages
Security notifications
Marketing communications (with opt-out options)

10. Third-Party Services

The Service may integrate with or link to third-party services. We are not responsible for:

The content, privacy practices, or availability of third-party services
Any transactions or agreements you enter with third parties
Any damages arising from your use of third-party services

11. Electronic Signatures

11.1 US Users - ESIGN Act and UETA Compliance

For users in the United States, electronic signatures created through the Service comply with the Electronic Signatures in Global and National Commerce Act (ESIGN Act) and the Uniform Electronic Transactions Act (UETA).

11.2 EU Users - eIDAS Regulation Compliance

For EU Users, electronic signatures comply with the eIDAS Regulation (EU) No 910/2014. We support Simple Electronic Signatures (SES), Advanced Electronic Signatures (AES), and Qualified Electronic Signatures (QES) through integration with Qualified Trust Service Providers.

12. Accessibility

We are committed to ensuring digital accessibility for all users, including those with disabilities. The Service is designed to conform with:

For US Users: Section 508, ADA Title III, WCAG 2.1 Level AA
For EU Users: EU Accessibility Act, EN 301 549, WCAG 2.2 Level AA

If you encounter accessibility barriers, please contact [email protected].

13. Modifications to Terms

We may modify these Terms at any time. We will notify you of material changes via email, in-Service notification, or website banner at least 30 days before they take effect. Continued use after changes constitutes acceptance of the modified Terms.

EU User Exception: For EU Users, material changes require explicit consent. If you do not consent, you may terminate your subscription without penalty.

14. Governing Law and Jurisdiction

14.1 US Users

These Terms are governed by the laws of the State of Florida, excluding its conflict of law principles. For any claims not subject to arbitration, you consent to the exclusive jurisdiction of state and federal courts in Miami-Dade County, Florida.

14.2 EU Users

For EU Users:

These Terms are governed by the laws of the Republic of Ireland
EU Users have the right to bring claims in their country of residence
Disputes may be submitted to the European Commission's Online Dispute Resolution platform
Nothing in these Terms affects your mandatory statutory rights under EU consumer protection law

15. Export Controls

You may not use or export the Service in violation of U.S. export control laws or regulations, including to jurisdictions or entities subject to U.S. sanctions (e.g., Cuba, Iran, North Korea).

16. U.S. Government Use

If you are a U.S. government end user, the Service is a "Commercial Item" as defined at 48 C.F.R. §2.101, provided with "Limited Rights" and "Restricted Rights" as applicable.

17. Dispute Resolution

17.1 Binding Arbitration (US Users Only)

FOR US USERS: ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL BE RESOLVED THROUGH BINDING ARBITRATION under the American Arbitration Association's Commercial Arbitration Rules. The arbitration will be conducted in Miami-Dade County, Florida, by a single arbitrator.

17.2 Class Action Waiver (US Users Only)

US USERS WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. Disputes must be brought in your individual capacity only.

17.3 Exceptions

You may bring qualifying claims in small claims court. Either party may seek injunctive relief for intellectual property infringement.

17.4 30-Day Opt-Out (US Users Only)

US Users may opt out of arbitration by sending written notice to [email protected] within 30 days of accepting these Terms.

17.5 EU Users - Dispute Resolution

EU Users are not subject to mandatory arbitration and retain all rights to bring claims in courts of competent jurisdiction and use the European Commission's Online Dispute Resolution platform.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated, constitute the entire agreement between you and LegalPrizm regarding the Service.

18.2 Severability

If any provision is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

18.3 No Waiver

Our failure to enforce any provision is not a waiver of our right to do so later.

18.4 Assignment

We may assign these Terms or delegate our obligations without your consent, such as in a merger or acquisition. You may not assign these Terms without our prior written consent.

18.5 Force Majeure

We are not liable for any failure to perform due to causes beyond our reasonable control.

19. Professional Responsibility Provisions

19.1 Professional Responsibility

If you are a legal professional, you are solely responsible for:

Compliance with applicable rules of professional conduct
Maintaining client confidentiality
Avoiding conflicts of interest
Meeting all professional and legal obligations
Ensuring technology competence in using the Service

19.2 No Attorney-Client Relationship

No attorney-client relationship exists between LegalPrizm and you or your clients. LegalPrizm does not assume any professional duties or liabilities associated with legal practice.

19.3 Professional Liability Disclaimer

LEGALPRIZM IS NOT RESPONSIBLE FOR:

Any missed deadlines, statute of limitations, or filing requirements
Incorrect legal research, analysis, or document categorization
Loss of client data or breach of attorney-client privilege
Bar discipline, professional sanctions, or malpractice claims
Court sanctions, adverse judgments, or litigation outcomes

20. California Residents

Under California Civil Code Section 1789.3, California residents are entitled to the following consumer rights notice: The Service is provided by VUGA Enterprises LLC. For complaints, contact us at [email protected]. You may also contact the Complaint Assistance Unit of the California Department of Consumer Affairs at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254.

21. Contact Information

VUGA Enterprises LLC d/b/a LegalPrizm

US Headquarters:
18117 Biscayne Blvd Unit 1039
Aventura, FL 33160
United States

Contact:
Phone: +1 786-967-6544
Email: [email protected]
Legal: [email protected]
Security: [email protected]
Privacy/DPO: [email protected]

22. Acknowledgment

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.

Effective Date: February 1, 2025
Version: 3.0